MedPlus Health Services Limited has issued a postal ballot notice to shareholders seeking approval for material related party transactions (RPTs) worth ₹11,262.20 crore with its subsidiary Optival Health Solutions Private Limited for the financial year 2026-27. The transaction represents a significant portion of the company's business operations and requires shareholder approval under SEBI regulations.

Transaction Details and Materiality

The proposed transaction value of ₹11,262.20 crore represents 18.21% of MedPlus's consolidated turnover for FY 2024-25, which stood at ₹61,846.69 crore. Under Regulation 23 of SEBI Listing Regulations, any related party transaction exceeding 10% of annual consolidated turnover qualifies as material, with the threshold for MedPlus being ₹6,184.67 crore.

Nature of Relationship and Business Rationale

Optival Health Solutions Private Limited is a 99.99% directly-held subsidiary of MedPlus and operates retail pharmacy chains under the "MedPlus" brand. The subsidiary contributes approximately 98% of the company's consolidated turnover as of March 31, 2025, making it a critical revenue-generating arm.

The proposed transactions encompass various business activities including:

• Purchase and sale of goods and stock-in-trade
• Shared services arrangements covering IT, branding, HR, and logistics
• Infrastructure sharing including rental and warehousing
• Sub-lease of premises and property
• Management services and brand fee arrangements

E-Voting Process and Timeline

The company has engaged KFin Technologies Limited as the e-voting service provider and appointed Mrs. Rashida Hatim Adenwala (ICSI Membership No. F4020) as the scrutinizer for the postal ballot process.

Shareholders whose email addresses are registered with the company, depositories, or registrar will receive the postal ballot notice electronically. The voting process will be conducted entirely through remote e-voting, with no physical postal ballot forms being distributed.

Historical Transaction Values

The company has maintained ongoing business relationships with Optival, with transaction values showing consistent growth:

Approval Process and Governance

The Audit Committee, comprising independent directors, has reviewed and unanimously approved the proposed transactions after considering their arm's length nature, commercial rationale, and pricing methodology. The Board of Directors, at its meeting held on January 30, 2026, approved the proposal and recommended it to shareholders for approval.

The transactions are structured to be conducted in the ordinary course of business on an arm's length basis, with pricing determined through appropriate cost allocation methodologies and benchmarking mechanisms. All related parties will abstain from voting on the resolution as per SEBI regulations.

Source: None/Company/INE804L01022/b725490d-38c9-4ff2-bc3f-b0a6baae5ad9.pdf

MedPlus Health Services Limited has informed stock exchanges about additional regulatory action taken against its subsidiary regarding drug license suspensions. Following earlier suspensions in Karnataka, the company disclosed a new suspension order from Telangana under SEBI Regulation 30 on February 23, 2026.

Latest Regulatory Development

Optival Health Solutions Private Limited, a subsidiary of MedPlus Health Services, received another suspension order from the Assistant Director, Drugs Control Administration, Shameerpet, Telangana. The order was received on February 22, 2026, for violations under Rule 65 of the Drugs and Cosmetics Act, 1940 and Drugs and Cosmetics Rules, 1945.

Previous Karnataka Suspensions

Earlier in February 2026, the subsidiary had received two suspension orders from Karnataka's Drugs Control Administration, Davanagere Circle. These orders affected stores in Vinobha Nagar and KSRTC Davanagere locations.

Cumulative Financial Impact

The combined impact of all suspension orders across Karnataka and Telangana results in a total potential revenue loss of Rs 4.95 lakhs. The latest Telangana suspension adds Rs 0.76 lakhs to the previously disclosed Rs 4.19 lakhs from Karnataka operations.

Compliance and Disclosure

The latest disclosure was made in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, and SEBI Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024. The information has been made available on the company's website at www.medplusindia.com and will also be accessible on BSE and NSE websites.

Corporate Communication

The regulatory filing was signed by Manoj Kumar Srivastava, Company Secretary and Compliance Officer of MedPlus Health Services Limited, on February 23, 2026. The communication was addressed to both BSE Limited and National Stock Exchange of India Limited as part of the company's listing obligations.